As filed with the Securities and Exchange Commission on March 11, 2022

Registration No. 333-                 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LIVEVOX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   82-3447941

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

655 Montgomery Street

Suite 1000

San Francisco, CA

   94111
(Address of Principal Executive Offices)   (Zip Code)

LiveVox Holdings, Inc. 2021 Equity Incentive Plan

(Full title of the plan)

Louis Summe

655 Montgomery Street

Suite 1000

San Francisco, CA 94111(844) 207-6663

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

Monica Shilling, P.C.

H. Thomas Felix

Kirkland & Ellis LLP

2049 Century Park East

37th Floor

Los Angeles, CA 90067

+1 (310) 552-4200

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐    Smaller reporting company   ☒
     Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

LiveVox Holdings, Inc. (“LiveVox” or the “Company”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 4,912,036 additional shares of Class A Common Stock, $0.0001 par value per share, of the registrant (the “Class A Common Stock”), which represent shares of Class A Common Stock reserved and available for delivery with respect to awards under the Company’s 2021 Equity Incentive Plan (the “Plan”) and shares of Class A Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan. In accordance with General Instruction E of Form S-8, and only with respect to the Class A Common Stock being registered under the Plan, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-258887, filed by the Company with the Commission on August 18, 2021 relating to the Company’s 2021 Equity Incentive Plan, except to the extent superseded hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission, are incorporated in this Registration Statement by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 11, 2022; and

(b) The description of the Company’s Class  A Common Stock contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related to such items) after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

See Exhibit Index.

EXHIBIT INDEX

 

Exhibit

Number

   

Description

4.1    Second Amended and Restated Certificate of Incorporation of LiveVox Holdings, Inc. (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company on June 24, 2021 and incorporated herein by reference)
4.2    Amended and Restated Bylaws of LiveVox Holdings, Inc. (filed as Exhibit 3.2 to the Current Report on Form 8-K of the Company on June 24, 2021 and incorporated herein by reference)
5.1*    Opinion of Kirkland & Ellis LLP
10.1    LiveVox Holdings, Inc. 2021 Equity Incentive Plan (filed as Exhibit 10.10 to the Current Report on Form 8-K of the Company on June 24, 2021 and incorporated herein by reference)
23.1*    Consent of Independent Registered Public Accounting Firm
23.2*    Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
24.1    Powers of Attorney (included on signature page to this Registration Statement)
107*    Calculation of Filing Fee Table

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 11, 2022.

 

LIVEVOX HOLDINGS, INC.

By: /s/ Gregg Clevenger

Name: Gregg Clevenger

Title: Executive Vice President and Chief Financial Officer

 

 

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Louis Summe, Gregg Clevenger and Aaron Ross, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement including post-effective amendments, thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

Name

   

Position

   

Date

/s/ Louis Summe

          

Louis Summe

    President, Chief Executive Officer and Director (Principal Executive Officer)    March 10, 2022

/s/ Gregg Clevenger

      

Gregg Clevenger

    Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   

 

March 10, 2022

/s/ Rishi Chandna

      

Rishi Chandna

    Director    March 10, 2022

/s/ Marcello Pantuliano

      

Marcello Pantuliano

    Director    March 10, 2022

/s/ Doug Ceto

      

Doug Ceto

    Director    March 10, 2022

/s/ Bernhard Nann

      

Bernhard Nann

    Director    March 10, 2022

/s/ Stewart Bloom

      

Stewart Bloom

    Director    March 10, 2022

/s/ Robert D. Beyer

      

Robert D. Beyer

    Director    March 10, 2022

/s/ Todd M. Purdy

      

Todd M. Purdy

    Director    March 10, 2022

/s/ Leslie C.G. Campbell

      

Leslie C.G. Campbell

    Director    March 10, 2022

/s/ Susan Morisato

      

Susan Morisato

    Director    March 10, 2022

/s/ Kathleen Pai

      

Kathleen Pai

    Director    March 10, 2022

Exhibit 5.1

 

LOGO

2049 Century Park East

Los Angeles, CA 90067

United States

 

+1 310 552 4200    

 

www.kirkland.com

   

Facsimile:     

+1 310 552 5900

March 11, 2022

LiveVox Holdings, Inc.

655 Montgomery Street, Suite 1000

San Francisco, CA 94111

 

  Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special legal counsel to LiveVox Holdings, Inc., a Delaware corporation (the “Company”). This opinion letter is being delivered in connection with the preparation of the Registration Statement on Form S-8 (such Registration Statement, as it may be subsequently amended or supplemented, is hereinafter referred to as the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2022 under the Securities Act of 1933, as amended (the “Securities Act”), by the Company.

The Registration Statement relates to the registration by the Company of an aggregate of up to 4,912,036 shares (the “Plan Shares”) of Class A common stock of the Company, $0.0001 par value per share (the “Common Stock”) that are reserved for issuance pursuant to the LiveVox Holdings, Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan”).

In connection with the registration of the Plan Shares, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including: (i) the organizational documents of the Company, (ii) resolutions of the Company with respect to the registration of the Plan Shares, (iii) the Equity Incentive Plan and (iv) the Registration Statement and the exhibits thereto.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, the due authorization, execution

 

Austin   Bay Area   Beijing   Boston   Brussels Chicago   Dallas   Hong Kong   Houston   London   Munich   New York   Paris   Salt Lake City   Shanghai Washington, D.C.

LOGO

LiveVox Holdings, Inc.

March 11, 2022

Page 2

 

and delivery of all documents by the parties thereto other than the Company and that the Plan Shares will be issued in accordance with the terms of the Equity Incentive Plan. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company and others as to factual matters.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Plan Shares have been duly authorized and, when issued by the Company pursuant to and in accordance with the terms and conditions of the Equity Incentive Plan and the instruments executed pursuant to the Equity Incentive Plan, will be validly issued, fully paid and non-assessable.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).

We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in its Certificate of Incorporation exceeds the number of shares outstanding and the number of shares which the Company is obligated to issue (or has otherwise reserved for issuance) for any purposes other than issuances of the Plan Shares by at least the number of Plan Shares and we have assumed that such condition will remain true at all future times relevant to this opinion.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Plan Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Securities Act, and we assume no obligation to revise or supplement this opinion after the date of effectiveness should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof. This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation

LOGO

LiveVox Holdings, Inc.

March 11, 2022

Page 3

 

S-K under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

 

Sincerely,
/s/ Kirkland & Ellis LLP

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the LiveVox Holdings, Inc. 2021 Equity Incentive Plan of LiveVox Holdings, Inc. of our report dated March 11, 2022, with respect to the consolidated financial statements of LiveVox Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California

March 11, 2022

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

LIVEVOX HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

 

Security
Type		   Security Class Title   Fee
Calculation
Rule		   Amount
     Registered(1)    		  

Proposed    

Maximum    

Offering    

Price Per    

Unit    

  

Maximum    

Aggregate    

Offering Price    

   

Fee    

Rate    

    Amount of
Registration
Fee		  

Equity

   Class A Common Stock, par value    
$0.0001 per share		   Rule 457(c)    
and (h)    		   4,912,036 (2)     $4.26(3)   $20,925,273.36        0.0000927        $ 1,939.77 (4) 

Total Offering Amounts                            

       $20,925,273.36             $ 1,939.77  

Total Fee Offsets                            

                   N/A  

Net Fee Due                        

                 $ 1,939.77  

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock which become issuable under the LiveVox Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding Class A common stock.

(2)

Represents shares of Class A common stock issuable pursuant to the Plan being registered herein, which shares consist of shares of additional Class A common stock reserved and available for delivery with respect to awards under the Plan, shares of Class A common stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.

(3)

Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $4.26 per share represents the average of the high and low sales prices of the Class A common stock as reported on The Nasdaq Global Select Market on March 10, 2022.

(4)

Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional shares of Class A common stock under the Plan. A Registration Statement on Form S-8 has been filed previously on August 18, 2021 (File No. 333-258887) covering an aggregate of 10,747,000 shares of Class A common stock reserved for issuance pursuant to awards under the Plan.